DATED 2013 (1) THE SECRETARY OF STATE FOR EDUCATION (2) OASIS COMMUNITY LEARNING ________________________________________________________ AMENDMENT AND RESTATEMENT AGREEMENT Re: Funding Arrangements for Academies and Free Schools operated by Oasis Community Learning ________________________________________________________ Stone King LLP 16 St John’s Lane London EC1M 4BS GRD/108045/0004 14 November 2013 THIS AMENDMENT AND RE-STATEMENT AGREEMENT is made 2013 BETWEEN:- (1) THE SECRETARY OF STATE FOR EDUCATION of Sanctuary Buildings, Great Smith Street, Westminster, London, SW1P 3BT ("the Secretary of State" which expression shall include successors of the Secretary of State); (2) OASIS COMMUNITY LEARNING a company limited by guarantee and registered in England under number 5398529 whose registered office is at 75 Westminster Bridge Road, London SE1 7HS ("the Company") WHEREAS: (A) This agreement is supplemental to and amends a master funding agreement dated 15 March 2007 made between the Secretary of State for Education and Skills ("the Previous Secretary of State") and the Company ("the Original Master Agreement" which expression shall refer to that agreement as amended prior to the date of this agreement) and a further Master Funding Agreement dated 7 March 2013 made between the Secretary of State and the Company (“the Further Master Agreement”) and the agreements supplemental to the Original Master Agreement and the Further Master Agreement particulars of which are set out in schedule 1 to this agreement ("the Original Supplemental Agreements"); (B) By virtue of the orders particulars of which are set out in schedule 2 to this agreement the functions of the Previous Secretary of State are now vested in and to be performed by the Secretary of State; (C) The parties have agreed to amend and re-state the Original Master Agreement and the Further Master Agreement and to amend the Original Supplemental Agreements on the terms set out in this agreement. IT IS HEREBY AGREED as follows:- 1 DEFINITIONS AND CONSTRUCTION 1.1 Words and expressions defined in the Original Master Agreement (as amended and re-stated by this agreement) and where applicable the Original Supplemental Agreements (as amended by this agreement) shall have the same meanings in this agreement other than Schedule 3 unless they are expressly defined in it and, in addition, in this agreement; "Effective date" means 1 September, 2013; and 2 "Parties" means the parties to this agreement. 1.2 The principles of construction set out in clauses 7 and 8 of the Original Master Agreement (but not to schedule 3) will apply to this agreement, insofar as they are relevant to it, as they apply to the Original Master Agreement. 1.3 The Parties do not intend that any term of this agreement or any supplemental agreements entered into pursuant to this agreement or of the Original Master Agreement, the Further Master Agreement or any of the Original Supplemental Agreements shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this agreement. 1.4 The schedules, appendices and annexes to this agreement form part of and are incorporated into this agreement. 2 AMENDMENT AND RESTATEMENT OF ORIGINAL MASTER AGREEMENT AND FURTHER MASTER AGREEMENT With effect from and on the Effective Date the Original Master Agreement and the Further Master Agreement shall be amended and restated in the form set out in schedule 3 to this agreement. 3 AMENDMENT OF ORIGINAL SUPPLEMENTAL AGREEMENTS With effect from and on the Effective Date the Original Supplemental Agreements shall be amended and restated in the manner set out in schedule 4 to this agreement. 4 ORIGINAL MASTER AGREEMENT, FURTHER MASTER AGREEMENT AND ORIGINAL SUPPLEMENTAL AGREEMENTS 4.1 The provisions of the Original Master Agreement, the Further Master Agreement and the Original Supplemental Agreements shall up until the Effective Date continue in full force and effect. 4.2 Notwithstanding clauses 2 and 3 of this agreement the provisions of clauses 43 to 57 of the Original Master Agreement and the clause 3 in the Original Supplemental Agreements relating to Capital Expenditure shall in connection with the Academies referred to in the Original Supplemental Agreements numbered 1 to 8, 10 and 12 in Schedule 1 of this Agreement continue in full force and effect both before and after the Effective Date. 5 ENGLISH LAW This agreement shall be governed by and interpreted in accordance with English Law. 3 SCHEDULE 1 THE ORIGINAL SUPPLEMENTAL AGREEMENTS 1. Dated 15th March 2007 between (1) The Secretary of State for Education and Skills and (2) the Company relating to Oasis Academy Immingham. 2. Dated 15th March 2007 between (1) The Secretary of State for Education and Skills and (2) the Company relating to the Oasis Academy Enfield. 3. Dated 15th March 2007 between (1) The Secretary of State for Education and Skills and (2) the Company relating to the Oasis Academy Wintringham. 4. Dated 21st December 2007 between (1) The Secretary of State for Education and Skills and (2) the Company relating to Oasis Academy Bristol (now called Oasis Academy John Williams). 5. Dated 21st August 2008 between (1) The Secretary of State for Children, Schools and Families and (2) the Company relating to Oasis Academy Mediacity-UK. 6. Dated 21st August 2008 between (1) The Secretary of State for Children, Schools and Families and (2) the Company relating to Oasis Academy Lords Hill. 7. Dated 21st August 2008 between (1) The Secretary of State for Children, Schools and Families and (2) the Company relating to Oasis Academy Mayfield. 8. Dated 21st August 2008 between (1) The Secretary of State for Children, Schools and Families and (2) the Company relating to Oasis Academy Coulsdon. 9. Dated 29th August 2008 between (1) The Secretary of State for Children, Schools and Families and (2) the Company relating to Oasis Academy Brightstowe. 10. Dated 20th August 2009 between (1) The Secretary of State for Children, Schools and Families and (2) the Company relating to Oasis Academy Hadley. 11. Dated 1st September 2009 between (1) The Secretary of State for Children, Schools and Families and (2) the Company relating to Oasis Academy Shirley Park. 12. Undated between (1) The Secretary of State for Education and Skills and (2) the Company relating to Oasis Academy Oldham. 13. Dated 1st September 2011 between (1) The Secretary of State for Education and (2) the Company relating to Johanna Primary, Oasis Academy Waterloo. 14. Dated 1st September 2011 between (1) The Secretary of State for Education and (2) the Company relating to Oasis Academy Limeside. 15. Dated 30th August 2012 between (1) The Secretary of State for Education and (2) 4 the Company relating to Oasis Academy Nunsthorpe 16. Dated 31st August 2012 between (1) The Secretary of State for Education and (2) the Company relating to Oasis Academy Bank Leaze. 17. Dated 31st August 2012 between (1) The Secretary of State for Education and (2) the Company relating to Oasis Academy Byron. 18. Dated 31st August 2012 between (1) The Secretary of State for Education and (2) the Company relating to Oasis Academy Connaught. 19. Dated 31st August 2012 between (1) The Secretary of State for Education (2) the Company relating to Oasis Academy New Oak. 20. Dated 30th November 2012 between (1) The Secretary of State for Education and (2) the Company relating to Oasis Academy Henderson Avenue. 21. Dated 30th November 2012 between (1) The Secretary of State for Education and (2) the Company relating to Oasis Academy Parkwood. 22. Dated 14th December 2012 between (1) The Secretary of State for Education and (2) the Company relating to Oasis Academy Harpur Mount. 23. Dated 31st January 2013 between (1) The Secretary of State for Education and (2) the Company relating to Oasis Academy Blakenhale Junior. 24. Dated 31st January 2013 between (1) The Secretary of State for Education (2) the Company relating to Oasis Academy Woodview. 25. Dated 1st February 2013 between (1) The Secretary of State for Education and (2) the Company relating to Oasis Academy Blakenhale Infants. 26. Dated 1st February 2013 between (1) The Secretary of State for Education and (2) the Company relating to Oasis Academy Short Heath. 27. Dated 13th March 2013 between (1) The Secretary of State for Education and (2) the Company relating to Oasis Academy Southbank. 28. Dated 22nd March 2013 between (1) The Secretary of State for Education and (2) the Company relating to Oasis Academy Longmeadow. 29. Dated 26th March 2013 between (1) The Secretary of State for Education and (2) the Company relating to Oasis Academy Boulton. 30. Dated 23rd August 2013 between (1) The Secretary of State for Education and (2) the Company relating to Oasis Academy Lister Park. 31. Dated 23rd August 2013 between (1) The Secretary of State for Education and (2) 5 the Company relating to Oasis Academy Hobmoor. 32. Dated 27th August 2013 between (1) The Secretary of State for Education and (2) the Company relating to Oasis Academy Skinner Street. 33. Dated 29 August 2013 between (1) The Secretary of State for Education and (2) the Company relating to Oasis Academy Aspinal. 34. Dated 30th August 2013 between (1) The Secretary of State for Education and (2) the Company relating to Oasis Academy Hextable. 35. Dated 23rd September 2013 between (1) The Secretary of State for Education and (2) the Company relating to Oasis Academy Pinewood. 36. Dated 26th September 2013 between (1) The Secretary of State for Education and (2) the Company